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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

In addition to the above

In addition to the above channels, ish’s basic analog package may also include the following channels (depending on the region served): Program Description 1-2-3-tv Teleshopping 9Live Gaming entertainment BBC World English international news Hessischer Rundfunk General interest MTV 2POP Music television NED 1 Dutch general interest NED 2 Dutch general interest NED 3 Dutch general interest RTL Shop Teleshopping Sonnenklar TV Travel SÜDWEST RP General interest TRT international Turkish programming TV 5 Europe French programming ish’s Basic Cable Subscription Fees The basis for the subscription fees for ish’s basic cable television services is its standard rate card. The rate card was originally established by DTAG and is based on network element costing. The following table shows ish’s standard rate card for its basic cable offering to residential and certain business subscribers, which is based on the number of dwelling units connected to each connection point from Level 3 to Level 4 networks: Subscriber category 172 Standard rate (monthly subscription rate in €, excluding VAT) (1) Flat rate (monthly subscription rate in €, excluding VAT) (2) Residential 12.50 N/A Multiple-dwelling units: 1-10 dwelling units 8.54 5.98 (3) 11-20 dwelling units 7.59 5.13 21-40 dwelling units 6.02 4.21 41-100 dwelling units 4.70 3.29 101-200 dwelling units 3.17 2.22 201-500 dwelling units 1.99 1.40 More than 500 dwelling units 1.72 1.20 (1) The standard rate is charged for each dwelling unit per building that actually uses ish’s services. (2) The flat rate is lower than the standard rate, but is charged for the total number of dwelling units per building, regardless of the number of dwelling units that actually use ish’s services. The flat rate is available to customers who do not wish to report subscribers on a periodic basis so that the reduced rate is applied to the maximum possible subscribers that each customer represent. (3) Various discounts apply according to the number of dwelling units. ish previously had two price tariffs for residential subscribers: those that entered into cable television contracts in 1991 or earlier, and those that entered into such contracts after 1991. In the past, subscribers who entered into cable television contracts in 1991 or earlier were deemed by ish to have subsidized a portion of the original cable television installation of the Level 4 cable network and therefore historically received a discount on the monthly subscription fee, as compared to the monthly subscription fees of subscribers who entered into their contracts after 1991. In April 2005, ish raised subscription fees for this limited customer segment of approximately 366,000 subscribers by 8.6%. ish’s residential subscribers can prepay their monthly subscription fees on an annual basis in return for a 5% discount. Business and strategic accounts customers frequently receive a bill covering multiple subscribers. For business customers, discounts are given according to a number of factors including the type of contract. The standard rate is charged for each dwelling unit per building that actually uses ish’s services. The flat rate is lower than the standard rate, but is charged for the total number of dwelling units per building regardless of the number of dwelling units that actually use ish’s services. Historically, ish has also discounted its standard rate card for strategic accounts customers. See “—Subscriber Segments.”

In addition to the monthly subscription fees, subscribers generally pay an activation fee upon connecting to ish’s network. This activation fee is selectively waived when a subscriber is reconnecting to ish’s network, when a customer moves into a previously connected household, or as part of periodic marketing promotions to increase ish’s new subscribers. The following table shows ish’s standard activation fees for its basic cable programming to residential and certain business subscribers: Subscriber category 173 Activation Fee (in €, excluding VAT) Residential 28.90 Multiple-dwelling units: 1 dwelling unit 300.10 2-4 dwelling units 200.07 5 dwelling units 177.84 6-10 dwelling units 155.60 11-100 dwelling units 11.11 More than 100 dwelling units 4.44 Contract change (1) 28.90 (1) Reconnection charge if the one-time activation fee has already been paid. ish’s Basic Cable Carriage Fees In addition to subscription fees, ish receives carriage fees from broadcasters for the delivery of television and audio signals via its network. Private as well as public broadcasters pay carriage fees. The underlying contracts typically have terms on average of two to three years with automatic renewal clauses for successive one year terms. In general, carriage fees for analog channels are charged on a monthly basis, depending on the number of ish’s subscribers. Carriage fees for basic cable service amounted to €33.2 million or 7.8% of ish’s total revenues for the year ended December 31, 2004. MSG, a subsidiary of KDG, has an agreement with ish and other Level 3 operators under which it administers the collection and charging of carriage fees to certain private broadcasters with nationwide programming, allocating such fees to the cable companies in proportion to their subscribers. This collective representation agreement is a legacy of the transitional structure when the cable regions were formed for sale by DTAG. DTAG has recently terminated several nationwide carriage agreements administered by MSG by the end of 2005 and has announced its intention to terminate several others by the end of 2006. If these agreements are terminated, ish has stated that it intends to negotiate agreements with broadcasters on a regional basis. MSG does not manage ish’s carriage fee arrangement with the public broadcasters from whom ish receives a flat-fee for transmission of their analog and digital programming. See “—Premium cable television—ish’s premium cable television carriage fees.” Premium Cable Television ish’s Current Premium Cable Television Products Since November 18, 2003, ish has offered premium cable television products to its subscribers, including programming that ish assembles into its premium cable television packages itself and premium cable television packages of other content providers such as Premiere, making it the first significant Level 3 operator in Germany to offer premium cable television services and establishing a pay-per-view alternative to Premiere. Originally, ish only offered its premium cable television to its residential upgraded network of approximately 300,000 homes. ish has extended its premium cable television service to those areas are being connected to its network operations center in Kerpen (“NOC”) using optical fiber as part of ish’s AMTV replacement project. ish is currently able to offer these products to approximately 73.0% of its network. By July 2005, ish expects to offer its premium cable television programming to 100.0% of its network. ish offers its own premium cable television services under the “ish Digital TV” brand, which enables customers to subscribe to its premium cable television packages that are not included in the basic cable offering and to purchase single movies on a pay-per-view basis. ish’s foreign-language programming, marketed under the brand name “ish International TV”, and incorporated into “ish Digital TV” in April 2005, focuses on foreign communities, including Turkish, Spanish, Portuguese, Russian, Italian and Polish. North Rhine-Westphalia has the largest Turkish community in Germany (representing more than 33.0% of all Turkish speakers in the country, or more than 600,000 people). Given the relatively large number of foreign nationals populating North Rhine-Westphalia, ish has a comparatively large target market for its foreign-language programming packages.

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    PROSPECTUS iesy Repository GmbH €

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    the market price of the Notes at a

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    which the issue or the offer of sec

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    “combined entity”, and “we”

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    “Tele Columbus” refers to the c

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    Revenue generating units, or “RGU

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    CURRENCY PRESENTATION AND EXCHANGE

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    end of 2005. Our subscribers can al

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    populations, with approximately 2.7

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    In April/May 2005, iesy entered int

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    Our Corporate and Financing Structu

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    THE OFFERING The summary below desc

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    Optional Redemption We may redeem a

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    SUMMARY FINANCIAL AND OPERATING INF

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    iesy Other Financial Data (unaudite

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    iesy Operational Data (unaudited) R

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    ish Income Statement Data Audited y

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    35 Three months ended Year ended De

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    37 As of December 31, As of March 3

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    RISK FACTORS You should carefully c

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    acquiring content, purchasing servi

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    agreements—MSG”). We cannot ass

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    In addition, most of our cable netw

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    Strikes or other industrial actions

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    acquisitions. In addition, any addi

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    provision and may not be abusive. S

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    €1,050.0 million would have been

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    We depend on payments from our subs

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    • Claims against the Issuer and s

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    Senior Credit Facilities before the

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    court rulings did not address the p

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    THE ISH ACQUISITION The description

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    In addition to the warranties, spec

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    CAPITALIZATION The following table

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    Unaudited Pro Forma Condensed Conso

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    NOTES TO THE UNAUDITED PRO FORMA CO

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    (€m, except percentages) Pro form

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    Income Statement Data 75 Audited Ye

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    (7) Number of subscribers at the en

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    • iesy’s premium cable televisi

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    egulated pricing model. Fees are pa

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    Risks Relating to Our Indebtedness

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    Legal, Consulting and Management Fe

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    Subscribers iesy classifies its cus

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    2003 to €8.20 per subscriber in t

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    • the senior credit facilities we

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    average installation fees from July

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    Cash flow from investing activities

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    In the three months ended March 31,

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    eview and optimization of services

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    Cash Flow from Operating Activities

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    oadcasters in television and radio.

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    educed or increased by a material a

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    Income Statement Data Audited year

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    109 As of December 31, As of March

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    • ish’s premium cable televisio

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    In addition, ish markets pay-per-vi

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    Cost of Materials and Services Cost

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    For accounting purposes, ish treats

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    Subscribers ish classifies its cust

  • Page 121 and 122: Competition ish faces significant c
  • Page 123 and 124: This decrease was primarily due to
  • Page 125 and 126: Net Loss Net loss was €17.9 milli
  • Page 127 and 128: Pension Obligations As of March 31,
  • Page 129 and 130: Term Sheets with DTAG, BRN-ish agre
  • Page 131 and 132: estructuring liabilities, while 200
  • Page 133 and 134: accrual for pending losses. The exp
  • Page 135 and 136: International Financial Reporting S
  • Page 137 and 138: Content Providers Basic Television
  • Page 139 and 140: Digital Home” and PrimaCom offers
  • Page 141 and 142: [GRAPHIC] [GRAPHIC] Level 4 is the
  • Page 143 and 144: shared access basis. In this case,
  • Page 145 and 146: The following table shows several k
  • Page 147 and 148: In the domestic market, the German
  • Page 149 and 150: BUSINESS Unless otherwise indicated
  • Page 151 and 152: Germany, with approximately 30.2 mi
  • Page 153 and 154: Prudently deploying capital. Our de
  • Page 155 and 156: iesy’s Current Basic Cable Televi
  • Page 157 and 158: amounted to €8.0 million or 5.9%
  • Page 159 and 160: within iesy’s upgraded areas and
  • Page 161 and 162: Supply The following chart shows th
  • Page 163 and 164: Term Sheet Service Duration Offer o
  • Page 165 and 166: y the new fiber system. See “Oper
  • Page 167 and 168: part of settling arbitration procee
  • Page 169 and 170: Business of ish Products and Servic
  • Page 171: ish’s Current Basic Cable Televis
  • Page 175 and 176: Customers who subscribe to Premiere
  • Page 177 and 178: Sales ish’s sales team is divided
  • Page 179 and 180: The following chart illustrates ish
  • Page 181 and 182: Term Sheet Service Duration Co-use
  • Page 183 and 184: Lease of space for broadband cable
  • Page 185 and 186: Other Significant Supply Agreements
  • Page 187 and 188: ights themselves. As an exception,
  • Page 189 and 190: Competition The cable television an
  • Page 191 and 192: Introduction REGULATION German law
  • Page 193 and 194: We assume that we will be deemed to
  • Page 195 and 196: The Amendment provides that provisi
  • Page 197 and 198: • Providers who had a dominant po
  • Page 199 and 200: in the Munich office of Apax Partne
  • Page 201 and 202: Marketing for Germany and Austria,
  • Page 203 and 204: Gerard Tyler is ish’s Treasurer.
  • Page 205 and 206: CERTAIN RELATIONSHIPS AND RELATED P
  • Page 207 and 208: Beneficial Ownership The following
  • Page 209 and 210: DESCRIPTION OF OTHER INDEBTEDNESS T
  • Page 211 and 212: period (unless the interest period
  • Page 213 and 214: Subordinated Bridge Facility In con
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  • Page 217 and 218: owed by the Insolvent Obligor will
  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
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    Issuer have agreed that iesy Hessen

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    Subsidiary Guarantor outstanding wh

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    the amount of their secured claim.

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    provisions described under “—De

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    In addition, the Intercreditor Agre

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    Euro Note to and including February

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    circumstances referred to above exi

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    that it has unconditionally exercis

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    time outstanding not exceeding (i)

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    description of this covenant and no

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    Date of any Indebtedness that has b

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    (13) Investments in an aggregate am

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    supplement or other modification) t

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    (1) the assumption by the transfere

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    Reports Whether or not required by

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    of the European Union on January 1,

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    contemporaneously with any such act

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    25% in principal amount of the outs

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    (2) provide for the assumption by a

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    (6) an Officer’s Certificate stat

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    calculated based on the relevant cu

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    “Bank Indebtedness” means any a

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    Consolidated Net Income (excluding

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    (9) the impact of capitalized inter

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    “Exchange Act” means the U.S. S

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    (iii) for the avoidance of doubt, a

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    “Nationally Recognized Statistica

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    (2) Investments in another Person i

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    (15) Permitted Collateral Liens; (1

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    (5) in the case of Apollo and Golde

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    service level agreement as replaced

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    “Unrestricted Subsidiary” means

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    The Issuer and the Trustee and thei

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    Secondary Market Trading The Book-E

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    to trade tax. The taxable gain from

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    date). A U.S. Holder’s adjusted t

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    (c) for so long as the Notes are el

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    PLAN OF DISTRIBUTION We, the Subsid

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    LEGAL MATTERS Certain legal matters

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    WHERE YOU CAN FIND OTHER INFORMATIO

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    Listing LISTING AND GENERAL INFORMA

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    INDEX TO FINANCIAL STATEMENTS iesy

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    Assets iesy Hessen GmbH & Co. KG, W

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    I. Application of Legal Provisions

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    III. Explanation of Balance Sheet a

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    Last year’s extraordinary expense

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    INDEPENDENT AUDITORS’ REPORT We h

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    iesy Repository GmbH, Hamburg AMEND

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    and remaining useful life for the i

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    The movements in consolidated equit

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    iesy Repository GmbH, Hamburg AMEND

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    Assets iesy Repository GmbH, Hambur

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    I. Basis of Presentation The consol

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    V. Explanations to Material Items o

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    Network infrastructure, rental, lea

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    iesy Repository GmbH, Hamburg UNAUD

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    1. Basis of Presentation iesy Repos

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    5. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    iesy Hessen GmbH & Co. KG, Weiterst

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    (3) Accounting and Valuation Princi

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    The following auditors’ report (B

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Inventories COURTESY TRANSLATION FR

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    Goodwill COURTESY TRANSLATION FROM

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    COURTESY TRANSLATION FROM THE GERMA

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    Depreciation and Amortization COURT

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Cost of materials COURTESY TRANSLAT

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    [THIS PAGE INTENTIONALLY LEFT BLANK

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    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

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    IFRS requires a purchase price allo

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    financial liability incurred result

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    €235,000,000 10 1 /8% Senior Note

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